م Annual Report 2011م2011 يﻮﻨﺴﻟا ﺮﻳﺮﻘﺘﻟا · PDF fileAnnual Report of...

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Annual Report 2011 Proudly Omani ôîa πμH Êɪ o Y

Transcript of م Annual Report 2011م2011 يﻮﻨﺴﻟا ﺮﻳﺮﻘﺘﻟا · PDF fileAnnual Report of...

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Annual Report 2011

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Proudly Omaniôîa πµH Êɪ oY

Proudly Omaniôîa πµH Êɪ oY

التقرير السنوي 2011م

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PROUDLY OMANIThe Sultanate has always proudly showcased its rich culture and heritage and we at Oman Oil Marketing Company (omanoil) have harnessed the very definition of “being Omani” by integrating the inherent values that are shared by an endearing nation not only into our corporate culture, but into everyday business practices.

Under the visionary leadership of His Majesty Sultan Qaboos bin Said, Oman has enjoyed a proven track record of strong and steady growth. In parallel, omanoil has cemented its frontrunner position in a vibrant energy sector, fueling the country’s economy with innovative products and customer services that complement the company’s worth in quality omanoil registered tremendous developments across its various retail businesses, accelerated by deep and detailed knowledge of smart and efficient operational practices. As a fully-pledged Omani company, the benefit of an intimate understanding of local market sensibilities, coupled with best international practice results in trust, confidence and loyalty among stakeholders. New tailored services offered in 2011 showed our substantial efforts centered on augmenting customer experiences, and we will continue this development in 2012.

Financial growth was only a part of our celebrated achievements; most rewarding was the company’s corporate stewardship programs that empowered the nation’s socio-economic advancement.

omanoil set critical benchmarks throughout the year and remains steadfast to raise the bar of excellence in the industry. We invite you to read along for figures and facts that detail the robust year that was 2011.

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HIS MAJESTY SULTAN QABOOS BIN SAID

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P R O U D L Y O M A N I

© L

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ni

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P R O U D L Y O M A N I

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CO

NTE

NTS

7 Vision

8 Mission

9-10 Accolades & Awards

11 Board Of Directors

12 Management Team

14-15 Financial Highlights

17-19 Directors’ Report

21-28 Management Discussion & Analysis Report

31-39 Corporate Governance Report

42-45 Audit Committee Report

49-69 Financial Statements

11 10

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MISSIONWe strive to continuously

enhance customer and

shareholder value through

sound growth strategies,

innovative and convenient

products and services and

superior customer experience

which are founded on a strong

HSSE culture

VISIONTo be the preferred choice

that delivers quality services

and products.

13 12

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ACCOLADES & AWARDS

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BOARD OF DIRECTORS MANAGEMENT TEAM

Salim Bin AbdullahAl Rawas

Chairman

Amal Bint Suhail Bahwan

Director

Omar Bin Ahmed Salim Qatan

Chief Executive Officer

Khamis Bin Mohammed Al Amry

Director

Al Sayyida Rawan Bint Ahmed Al Said

Director

Nabeel Bin Salim Al Ruwaidhi

General Manager - Corporate Affairs, Business Development & Planning

Saleem Bin Pir Bakhsh Al Raisi

Director

Hussain Bin Jama Al Ishaqi

General Manager - Retail

Ahmed Kamel

General Manager - Aviation & Marines

Abdul Kader Bin Darwish Al Balushi

Director/Audit Committee

Chairman

Assila Bint Zaher Al Harthy

Director

Faisal Bin Abdul Aziz Shanfari

General Manager - Operations, Engineering

& HSSE

Ahmed Bin Abdullah Al Rawas

Director

Raja Shahreen

General Manager - Finance

Mohammed Bin Amer Al Barwani

General Manager- HR, Admin, IT & System

Optimisation

Mulham Bin Bashir Al Jarf

Deputy Chairman

17 16

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FINANCIAL HIGHLIGHTS

19

265

215

165

115

65

278.2

216.2

168.4170.1

152.7

121.4

2006 2007 2008 2009 2010 2011

Turnover (OMR Millions)

9

8

7

6

5

4

3

2

9.2

7.8

6.1

7.2

6.4

4.6

2006 2007 2008 2009 2010 2011

Profit Before Tax (OMR Millions)

8.0

7.0

6.0

5.0

4.0

3.0

2.0

8.1

6.9

5.4

6.3

5.7

4.0

2006 2007 2008 2009 2010 2011

Profit After Tax (OMR Millions)

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20

550

500

450

400

350

300

250

200

150

529

446

374

326

276

235

2006 2007 2008 2009 2010 2011

32000

27000

22000

17000

12000

34132.112

28742.440

24137.855

21035.271

17776.176

15159.417

2006 2007 2008 2009 2010 2011

130

110

90

70

50

30

10

126

106

83

98

88

62

2006 2007 2008 2009 2010 2011

Earnings Per Share (bz)

Net Assets per Share (bz)

Total Equity ('000)

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Salim Abdullah Al RawasChairman

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Dear Shareholder,

On behalf of your Board of Directors, it is my pleasure to present the

Annual Report of Oman Oil Marketing Company SAOG for the financial

year ended 31 December 2011. This report should be read together

with the Audited Financial Statements, Corporate Governance Report

and Management Discussion and Analysis report, to avoid duplication

and overlap, except where considered necessary.

Business Performance

In 2011, the Company committed itself to pursuing an aggressive

growth target, with the ultimate intention of leading the domestic

market in all its business sectors.

The Company recorded its highest total sales in history of approximately

RO 278.2 million an increase of 29% compared to RO 216.2 million

in 2010. The pre-tax profit increased by 18% to RO 9.2 million from

RO 7.8 million. After providing for corporate tax, the Company’s net

profit amounted to RO 8.1 million, the highest ever net profit in the

Company’s history, a 17% increase from that of the previous year.

Earnings per share stood at 126 baisas.

The Company’s financial position remained healthy with total assets

at approximately RO 77 million as at 31st December 2011. A total of

RO 6.6 million was spent on capital expenditure. This was financed by

internally generated funds and financing obtained from Banks.

The Board of Directors is recommending a final dividend of

approximately 62 baisas per share which represents 62% of nominal

value per share amounting to RO 4.0 million for the financial year

31 December 2011, subject to approval by the shareholders at the

Annual General Meeting. This represents 48% increase as compared

to last year.

The Company has continued to increase its presence nationwide

with a network of 132 stations offering the Company’s full array of

petroleum products. The Retail Business continues to be the back bone

of the company. The Company’s strategies and focus have been

geared towards widening the network in increasing the market share,

presence and dominance in the Sultanate of Oman. The business unit

has achieved several milestones in particular commissioning 10 brand

new stations to the network as well as surpassing 1 Billion liters of fuel

sales in November 2011.

The Company’s focus on Total Customer Convenience is bearing

fruits. This has translated to more Ahlain Convenience stores with

smart partnership with renowned fast food chain specialists namely

Burger King, Dunkin Donuts and Subway.

The Company is continuously exploring new and potential business

activities to further strengthen the retail network and offerings

to further expand its growth momentum. The Retail business will

continue to be the growth engine of the Company.

The Commercial Business unit had continued the upward

momentum with sales growth of more than 20%. Driven by a

dedicated and customer focus sales team, successful strides were

made to broaden the customer base. This had been achievable at

the back of high government spending on infrastructure projects,

construction of highways and new residential townships and areas.

With the projected high Government spending in 2012, it is

envisaged that the Commercial business unit will contribute

positively to further enhance shareholder value.

The lubricant business unit performance for the current year was

mixed. Being the agent of BP & Castrol products, the Company

positioned the product at the premium end of the market which

created new market challenges.

The company brands, MAXIMO & OPTIMO, are well accepted in

GCC and African countries. The acceptance of these products

has resulted in higher volume of sales in 2011. Bigger promotion

and campaigning are in the pipeline to further strengthen their

presence in these markets as well as venturing to Asian regions.

The Aviation business unit is the single largest jet fuel supplier at

Muscat International Airport. With the continued expansion of Oman

Air fleet as well as the increase in international airlines to Muscat

International Airport, the aviation fuel demand has continued with

its upward trend. The Company’s focus is to continuously improve it

service efficiency at Muscat International Airport. The collaboration

with Air BP will continue in providing technical expertise to its

customers.

The Marine Business unit has shown promising growth in tandem

with the acceptance of Port of Sohar as the point of entrance to

Oman.

The heighten of economic activities in Oman and the increased

in shipping activities have fuelled the demand for bunker fuel. The

Government initiatives to redesignate all containers shipping from

Port Qaboos to Port of Sohar also augur well with the long term

strategies of the Company.

The Company continues to invest in its existing infrastructure and

assets to enhance their integrity as part of continuous efforts

expended to ensure that our delivery network and operations

especially reliable logistics support system are geared towards

supporting our aggressive business growth.

The Company continues to focus on cost and operational

efficiencies and effective margin management in all aspects of

the business segments.

Health, Security, Safety and Environment

Health, Safety, Security and Environment (HSSE) remains a focus

of the Company and practices have been pushed hard across

our operations. Demonstrating this commitment, the company

conducted various HSSE exercises, drills, audits and educational

activities during the year.

The Company is also proud to declare that it has achieved a

record of 19 years of No Loss Time Injury at its main terminal – Mina

Al Fahal.

People

As a young and dynamic company which believes that people

is the most crucial asset to transform it forward, the Company

continues to invest in its staff through continuous training and

team work building to develop in house capability and a united

workforce. This is a prerequisite to transform the company to be

one of the best local companies in Oman.

Omanisation rate is one of the highest in the industry at 86% at all

levels of employment

Directors’ Report

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Outlook

The outlook for the coming year is positive with the demand

for petroleum products expected to grow in line with Oman’s

projected economic growth of approximately 7% in 2012.

The Company is gearing itself for intense competition particularly

in Retail and Commercial businesses. Current market share to be

defended while new ones to be created and the margins to be

managed.

New lucrative sites will be added on top of more new Convenience

Stores bearing the Ahlain brand as well as Fast Food Outlets will be

added to the Company’s offerings. Competitors are anticipated

to continue to invest in new stations to defend their market share.

Customers are also expected to be more discerning in their

requirements and demands.

The commercial team is focused in obtaining new infrastructure

contracts as announced by the Government & Private Sectors. This

will contribute positively as the construction of various infrastructure

linked projects, upgrading of highways and roads will help keep

demand, particularly for diesel at reasonable levels.

The aviation and marine sectors are to benefit from the expected

strong growth and extension of the new Muscat and Salalah

Airports. The encouraging development in Port of Sohar as well

as the shift of activities from Port Qaboos, would only contribute

positively to the Company’s earnings. All these developments

augur well with the long term commitment of the Company in

serving the Nation.

In facing these challenges, it is imperative that the Company

continues to be innovative and undertake changes to ensure that

it remains relevant and ahead of competitors. The Company will

continue to focus on operational and service excellence, cost

efficiency initiatives and realigning business strategies to cope with

the market uncertainties ahead. Numerous challenges need to be

addressed.

The Company will continue to focus on human capability

development, high systems reliability, and good HSE practices.

Strong emphasis will be placed upon cost efficiency to reduce

cost of service and delivery but without compromising customer

service and products quality to meet the needs of customers.

Customer service will be continuously improved.

The Board and the Management are fully geared and committed

for the challenges in achieving aggressive growth targets in 2012

and is confident, that the Company will continue to deliver value

to all shareholders and stakeholders.

Acknowledgments

I would like to take this opportunity to thank all our customers, the

Government departments we have had dealings with and our

dealers, their staff and our own dedicated employees for their

continued support. I would reiterate our unwavering commitment

to the provision of the highest level of service at all times.

On behalf of the Board of Directors, I would like to express our

sincere gratitude and appreciation to His Majesty Sultan Qaboos

bin Said and His Government. Under his wise leadership and

guidance, Oman continues to be on the path to further prosperity,

growth and development propelling further achievements and

quality living for all residents

Thank you.

Salim Abdullah Al RawasChairman

24

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Omar Ahmed Salim QatanChief Executive Officer

27 26

Retail

The Retail Business growth continued in the year 2011, achieving

new heights and records. The retail business managed to cross

100 million liter sales a month and closed the year with over 1

billion sales volume. This milestone was achieved as a result of

dedicated collective efforts and team work.

Retail business implemented an aggressive growth strategy

which focused on closing retail network gaps and resulted in

introduction of 10 new high volume sites located in strategic

locations across the Sultanate. By the end of 2011, the number

of retail filling stations reached 132 spread across the country

. Additionally, three existing sites were renovated as part of the

“Raise and Rebuild” program which aims to renovate retail

outlets in order to attract more customers.

In 2011, Fuel card sales contributed significantly to the overall sales

of the Retail business due to introduction of new customers in both

the Government and private sectors and the increase in sales from

both Ejaba and Basma cards. This year also witnessed the launch of

a Basma Points Redemption Promotion which successfully resulted

in an increase of redemption by 30%. Through this promotion and

other marketing efforts, more and more customers are becoming

aware of the Basma Rewards Program and its benefits.

With the projected high government spending in 2012, omanoil

aims to expand the fuel card business as one of the main growth

factors within the Retail business by adding new customers and

maintaining existing ones while focusing on the delivery of the

highest Customer Service in the Industry.

In 2011, Oman Oil Marketing Company renewed the Convenience Store Agreement with its two strategic partners, Enhance and

Khimji Ramdas for a further period as commitment from the company to sustain the Ahlain business.

A total of nine new Ahlain convenience stores and one new Car Wash facility were commissioned in 2011. Additionally, construction

has also begun for three new Car Wash facilities. The new outlets are being earmarked to complement the existing Retail network in

order to provide convenience to customers. In addition to the other services in Convenience stores, this year the company added 20

Nawras payment machines inside the C- Stores. These new outlets and services aim to create the “one-stop-shop” experience for all

customers by focusing on total convenience. By adding all these new outlets and services, more customers are attracted and who

contribute to improvise the Retail margin.

The Retail Business continued its focus on operational excellence in 2011 by attending to all HSSE violations, training all site

employees in areas where skill gaps were identified and enhancing current practices. Additionally, in order to ensure that

the company maintains its operational and customer service standards, approximately 40% of the retail network sites are

managed under direct supervision of Oman Oil Marketing Company and an emphasis on proper HSSE and customer service

training continued for all site employees.

Throughout the upcoming year, the Retail Business Unit will continue to add new outlets and upgrade its facilities to align

with customer aspirations. It will seek to obtain the latest and most efficient tools and equipment with support from the omanoil

Engineering and Maintenance teams in order to ensure reliable and extended assets’ life. The focus to expand the Non- Fuel

business will continue in 2012 to add more value to the overall performance of the Retail Unit.

Fuel Cards

With the vast improvement of economic conditions and with the inclusion of new filling stations at strategic locations, the Fuel Cards

business has grown by nearly 23% over the past year. The sale of Super grade fuel through fuel cards has also increased by 19%

over the previous year . Pre-paid basma cards are achieving record sales which according to industry standards are the highest.

2012 looks very encouraging for the Fuel Cards business with the Government announcing new projects nationwide. The primary

focus will be to attract new customers and at the same time maintain the existing ones with a focus on delivering the highest

Customer service in the Industry. The aim will be to bring Customer service to the next higher level and induce Customers to utilize

their basma cards. Additionally, there are plans to revamp the Basma Card.

MANAGEMENTDISCUSSION& ANALYSIS REPORT

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Commercial

2011 has been a remarkable year for Oman Oil Marketing

Company’s Commercial business segment. With the vast

improvement of economic conditions and increased spending

by the Government into various projects related to infrastructural

development, major contracts were announced and awarded

for the building of new roads, dam’s sites, industrial units and

new power plants. Also the mining industry saw a very high

growth within the country. With an attractive contract package

and aggressive sales approach, the Commercial department

successfully secured a major portion of the new projects and

managed to retain existing projects. The new additional power

houses contracts from Rural Area Electricity Company and the

major tender for the fueling of a major oil and gas company are

examples of the new projects obtained during 2011.

Throughout the year, the focus was simple, spending more time

with customers, developing relationships, delivering the product

on time, and most importantly collecting money on time after

the sales. These measures helped deliver results and have also

strengthened the business relationship with all our commercial

business partners.

The Commercial Team’s focus will remain on hunting new

businesses, effective execution of customer service and

improvement of the trust that has built up over the years with

all its business partners to reach the long term objectives of the

board and the management of Oman Oil Marketing Company.

The Company will continue to work together with all its

commercial customers and commercial business partners in

order to maintain its international standards and network to

improve its sales volume.

Aviation

Continuing its success in 2011, omanoil has successfully

maintained its market leadership of more than 50% market share

at Muscat International Airport. Oman Air remains a premium

customer as it contributes significantly to the business revenue.

The Company is proud to be associated with the national carrier

and its continuous success in their business.

omanoil has also added new airline customers in 2011, namely

– Lutfhansa and Swiss Air to its expanding customer portfolio of

major commercial airlines and key government accounts. Thai

Airways and Biman Bangladesh will remain with the company

for another year as a result of its success in defending the fuel

supply contract.

It is envisaged that there will be higher passenger growth at

Muscat International Airport in years to come as the tourism

sector becomes more important to the national economy.

Higher air traffic is also expected, which will result in higher

aviation fuel demand at the airport.

The Company will continue to engage Air BP as its technical

and commercial consultant to maintain its high international

service standards and capitalize on their vast market access

and networking to improve its sales volume.

Marine

2011 marked a growth year for the marine business. The joint

venture company, Omanoil Matrix Marine Services (MXO) has

successfully grown the volume exponentially at the Sohar Port.

MXO is currently the only active bunker fuel supplier at Port

Sohar which offers various grades of bunker fuel to shipping

companies at the port including lubricants.

With higher demand expected in years to come, the company

is confident that the business will contribute positively to the

business growth. omanoil looks forward to expand its presence

at other emerging ports in the Sultanate of Oman, offering

bunker fuels as well as other value added services.

Lubricants

Despite the drop in sales in the high street segment, omanoil

was able to achieve its targets due to excellent sales in both

the construction and the rig segments. Base oil prices remained

stable after April 2011 which helped in improving the company’s

market share in the commercial lube segment with new accounts.

In 2011, the Company captured new businesses and increased

its market share in the rig segment. Castrol Magnetec sales are

in upward trend and currently Castrol is capturing the synthetic

segment in Oman with new initiatives and promotions

New interesting promotions from Castrol are expected in 2012

such as the Euro 2012 promotion scheduled to kick off in June

2012.

Omanoil lubricants had a great year with additional market

obtained, namely Afghanistan and Kuwait. The company has

also signed an MOU in Qatar to explore and market omanoil

lubrticants.

The future for export lubes looks encouraging with a strong focus

in 2012 on countries in the African continent and GCC as well

as more investment to strengthen the brand awareness in these

new markets.

Customer Service

Quality customer service lies at the core of Oman Oil Marketing

Company’s business operations and provides a platform

for continued growth which in turn helps to build corporate

reputation.

In essence, customer service is the ability to effectively

understand and efficiently respond to the customer’s needs and

concerns which ultimately helps to create customer loyalty and

drive repeat customers.

Every employee understands the standards and qualities

required when interacting with customers as customer must

always be made to feel their best interests are being given

serious consideration.

To ensure that the company achieves excellent customer service

levels, it has assigned a complete team of professionals to;

1. Handle & Respond to Inquiries

2. Solve Problems & Handle Complaints

3. Build Client database

4. Manage customer correspondence and greetings

5. Establish customer relationship management

The Customer Service Department conducts all operations in

accordance with the company’s values and brand image drivers

in a Friendly and Courteous manner with Empathy & Enthusiasm

full of Commitment & Optimism supported with high Listen-ability.

Operations and Engineering

The Mina Al Fahal jointly owned terminal managed by Oman

Oil Marketing Company has achieved yet another milestone of

completing 7,080 days (19 years and 4 months) of safe operation

without Lost Time Injury in handling the substantial increase

in volumes seen by both omanoil and its partner operating

within the terminal both safely and efficiently. This once again

is indicative of the world class safe operation we have and

one which is pivotal to the success of the business. JV Terminal

has managed successfully to pump out a total throughput of

2,460,000M3 safely.

2011 has been a challenging year with the ambitious growth

plans for the company moving it to new heights. HSSE has been

the key focus for the logistics and terminal operations. The Gantry

expansion project is underway and is expected to significantly

increase the utilization of the existing storage infrastructure. The

company has added four prime movers and five tankers to the

fleet to replace existing aged ones.

2011 has been another successful year for the terminal and all

efforts are being made to maintain its world class performance.

Having 7 days a week, 24 hours terminal operations scheme has

substantially enhanced the operating performance of meeting

our daily throughput of 7200M³ / day.

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Engineering department support in developments plans both in Retail as well as Commercial areas has resulted in significant

expansion of our network of outlets and customer base. In 2011; the department was actively involved in more than 28 Commercial

projects and 10 Retail New to Industry (NTI) Sites which will result in substantial increase in volume growth for the Company.

In addition; the department has successfully completed 3 major Rebuild and Rehabilitation for existing sites and re-branding of 4

outlet shops.

The department is also involved in maintaining the whole Company’s network (commercial and Outlet Sites) which improves the

performance and reliability of the network throughout the year.

Health, Safety, Security and Environment

Overall HSSE performance of the company in 2011 was in line with the set targets. The Lost time Incident frequency in 100,000 man

hours was 0.59 which is considered good performance by industry standards. Many HSSE improvement measures were implemented

in 2011 which includes the introduction of revised HSSE policy and sub-policies, introduction of revised HSSE management system

manual and introduction of OOMCO employee HSSE passport. Oman Oil Marketing Company is committed to preserve and

enhance the environment it operates in by promoting a culture of safety.

Information Technology (IT)

Several Key projects highlighted the achievements of the IT department in 2011. With a team of dedicated professionals, the IT

department engaged in one of the most challenging projects working to revamp the IT infrastructure and modernizing existing

systems to enable the business to achieve its goals and optimize related business processes across the organization.

eTatweer, the project name, has several phases. Phase-1 is aiming towards increasing insight into financial performance through

upgrading the financial system, which includes restructuring of chart of accounts, implementing budget controls, generating profit

and loss statements for individual business units, flexibility for users to generate their own reports through business intelligence,

enhancing the invoicing cycle and debt collection process, and many other major enhancements and features. Additionally, the

project is poised to improve the distribution process of fuel and enhancing controls for Purchasing and inventory.

Phase 2 of the e-tatweer project included Core HR module, learning and development, Performance Management, Payroll

Management, Internet recruitment, HR Intelligence and employee self-services. The project is expected to make a shift in HR

strategic alignment to organizational goals and objectives, whereby transactional and routine activities will be automated.

Towards supporting the front line departments, the IT Department in coordination with the Operations Department evaluated a

number of solutions for HSSE, Logistics and Transportation software solutions, and selected Oracle Products for enhancing identified

business requirements. This part of the project is expected to start in first quarter of 2012.

People

The success achieved by Oman Oil Marketing Company in the last period is greatly attributed to the successful implementation of

sound human resources strategies at all levels, from attraction and retention of leadership to the development of omanoil’s staff, as

well as the establishment of a productive work environment and effective policies and procedures.

In 2011, Management successfully developed objective staff engagement strategies that helped to aligned organization goals and

objectives to staff aspiration, leading to the re-establishment of higher commitment and synergy between the two stakeholders

towards addressing common challenges.

The systematic approach of omanoil’s

Board of Directors and Management

towards achieving Corporate

Governance Award and positioning

the Company to become one of the

leading entities in its class, have been

adequately complemented by the values

and high standards of ethics that are

practiced at all levels. The achievement

reflect the transformation process which

omanoil successfully went through, to

attract and retain the right talents and

leadership which was capable to create

such a profound performance driven

culture, that complies to internationally

recognized standards.

Management at Oman Oil Marketing Company strongly believes that the key to success is through the proper engagement of

related staff in the various affairs and activities of the company. For that, a collective framework for receiving staff feedback was

developed and conducted, including annual staff survey, upward feedback, Meet the CEO sessions and Al-Multaqa (an innovative

general staff assembly aiming to communicate with staff on key issues). Furthermore, and as per the directions from the Board of

Directors and the Board Remuneration Committee, Management started a remuneration benchmark study that is aimed to assess

the competitiveness and fairness of omanoil’s pay structure compared to the local market.

2011 have also been an active year in introducing new initiatives focused towards managing the work environment, whereby

Management developed and introduced a number of new policy initiatives for the staff, including: Whistle blowing policy, Code

of ethics and conduct, policy for introducing recreation facilities for staff, introduction of shift allowance for drivers and technicians.

31 30

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Management initiated a number of projects that are aiming to develop the talent pool to insure continuity of leadership and

skilled resources. Such initiatives are: Young graduate Scheme, Higher Education Scheme and conducting a number of key

training and development programs for the staff, including: Leadership Development, Job Evaluation, Coaching Program, Financial

Management for non-financial professionals, Customer Service training, Recruitment, retention and talent Management program.

Corporate Social Responsibility

As a visionary corporate citizen, Oman Oil marketing Company continues to pioneer various social initiatives throughout the

Sultanate through creative collaborations with various local associations and organizations.

In 2011, omanoil joined hands with the national movement to challenge road accidents by carrying out several initiatives to

maintain its position as an advocate of best practices both inside and outside the workplace.

2011 marked the debut of the omanoil “Be-Safe” facebook page, aimed at youth. The page utilizes social media as a tool

to revolutionize the way the company communicates with the public. The company uses the facebook page a platform to

educate the public on road safety.

The company was also an active participant at the second Traffic Safety Expo . Pioneered by the Royal Oman Police, the

company continued communication of its “Be-Safe” brand which symbolizes the company’s HSSE initiatives including Road

Safety.

In 2011, the company continued its support to the Pan-Arab non-profit foundation “REKAAZ” to launch its campaign “From

self-appreciation, I declare respect”. The campaign aimed to help improve people’s lives by promoting behavior in society

and nurturing moral values among Omani Youth from ages 14 to 20 through a series of lectures and events.

omanoil continued its long-standing relationship with the Oman Association for the Disabled and Al Noor Association for the

blind by contributing personalized wheelchairs and other equipment to those in need. In December 2011, omanoil was

honored by the Oman Association for the Disabled on world handicap day for its assiduous social responsibility and inspiring

support for the disabled.

The company also joined Earth Hour in 2011, the largest voluntary action ever witnessed which combined billions of people

around the world to raise awareness on the importance of environment preservation. All non-essential appliances were

switched off for one hour at omanoil head office and Qurum Filling station to set an example to all citizens to reduce their

energy consumption.

Giving back to the community is reflected in the commitment and dedication demonstrated by the company’s staff. The

company established various staff volunteerism opportunities that show omanoil’s track record of embodying the philosophy

of social integration. In addition, the company provides training opportunities to various small medium enterprises in managing

car wash facilities and transportation.

Corporate Social responsibility is an integral component of omanoil’s operations. The company has adopted certain values

in line with the aspirations of shareholders and Board of Directors towards achieving CSR goals. In 2012, the company will

continue its CSR efforts by strengthening its support to various road safety initiatives and continuing to target youth through

sports and education.

32

outlook

The Company is optimistic about 2012. The various plans announced by the Government will further spur the domestic

economy to new heights. Such plan will only fuel the demand for petroleum products in 2012.

Our investments in Retail network to support the growing Oman economy are bearing fruits. This will further encourage us to

continue and accordingly be more selective in our investments to increase OOMCO’s presence throughout Oman.

The bulk fuel sales are expected to increase further with notable Government projects in the pipeline. These projects are

envisage to continue throughout the year and will sustain the demand of diesel in the country.

In conclusion we believe the outlook for 2012 is positive with the demand for petroleum products expected to grow in line

with Oman’s projected economic growth. Nonetheless, competition in all business sectors, particularly the retail business, will

continue to persist. Customers’ requirements and demands and market conditions will continue to be very challenging. In

facing these challenges, it is imperative that the Company continues to be innovative and undertake changes to ensure that

it remains relevant and ahead of competitors.

The focus in the coming year is to deliver its best products and services to the satisfaction of its customers, simultaneously

adding value to shareholders and stakeholders.

This concludes my review of the operational performance for the year 2011.

Best wishes for 2012.

Thank you.

Eng. Omar Ahmed QatanChief Executive Officer

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37 36

We are pleased to present the Corporate Governance Report of the Company for the year ended 31st December 2011.

COMPANY’S PHILOSOPHY

The principles of Corporate Governance are the cornerstones

of Oman Oil Marketing Company. We believe these principles

distinguish a well managed company from other methods of

management. These principles ensure transparency, integrity

and accountability which are vital for the long and sustained

growth of the Company.

Oman Oil Marketing Company has been practising these

principles long before these were made mandatory for listed

companies and fully supports the guidelines on Corporate

Governance issued in June 2002 by the Capital Market Authority

(CMA). The Company has a representation of seven independent

directors on its Board to complement and supplement the

other two directors, the Executive Management and providing

optimum mix of professionalism, knowledge and experience.

Our endeavour has always been to engage persons of eminence

as directors who can contribute to corporate strategy, provide

an external perspective and be a source of challenge and

evaluation wherever appropriate. We have the good fortune of

having directors whose contributions to the trade and industry

are well acknowledged.

BOARD OF DIRECTORS

(a) Composition of the Board The Board strength is currently nine Directors, and the

maximum number permitted by the Articles of Association

of the Company is nine directors. All the Directors are Non-

Executive, Omani nationals and seven are also independent.

Subject to the overall superintendence and control of the

Board, the day to day management of the Company now

vests in the Executive Management team headed by Eng.

Omar Ahmed Salim Qatan, Chief Executive Officer and

includes Mr. Raja Shahreen Othman, Mr. Hussain Jama Al

Ishaqi, Mr. Ahmed Kamel Mahmud, Mr. Faisal Abdulaziz

Said Al Shanfari, Mr. Nabeel Salim Said Al Ruwaidhi and Mr.

Mohammed Amor Rashid Al Barwani as members.

The CEO is a permanent invitee to the Board meetings of

the Company. The Company Secretary is Mr. Raja Shahreen

Othman.

(b) Process of nomination of Directors Directors are appointed for three years and retire by rotation

and, if eligible, can offer themselves for re-election at the

Annual General Meeting (AGM). There are arrangements

for the filling of vacancies by the Board itself on a temporary

basis. Individuals wishing to nominate themselves for election

to Directorship to the Company’s Board are required to

complete and submit a nomination form to the Company at

least two working days before the Annual General Meeting

(AGM) of the Company. Notice of the AGM is published in

the leading English and Arabic dailies at least two weeks in

advance.

The process as laid down in the Commercial Companies Law

and by the Capital Market Authority (CMA) in conjunction

with the Articles of Association of the Company is adhered

to. The Company has an induction program for Directors,

which covers the business environment and the Company

businesses as well as specific Corporate Governance

elements (e.g. Confidentiality, Disclosure of Interest).

(c) Disclosures regarding appointment or re-appointment of Directors There were no changes in the Board of Directors during the

year.

(d) Number of Board meetings The Company held four Board meetings during the year

ended December 31st 2011. These were on January 27th

2011; April 27th 2011; July 27th 2011 and October 26th 2011

with the maximum interval between any two meetings not

exceeding the CMA required interval of maximum of four

months.

(e) Directors’ attendance record and directorships held

See Table 1 for details.

Table 1: Details about Oman Oil Marketing’s Board of Directors Corporate Governance Report

Name of Director Position Board meetings held during the

year

Board meetings attended

during the year

Whether attended last

AGM

Directorships in other SAOG

companies incorporated in

Oman

Salim Abdullah Al Rawas1 Non Executive Chairman and Director

4 4 Yes 1

Mulham Bashir Al Jarf Non Executive Deputy Chairman and Director

4 3 Yes -

Assilah Zaher Al HarthyNon Executive and Independent Director

4 4 Yes -

Amal Suhail Bahwan 2Non Executive and Independent Director

4 3 Yes 2

Khamis Mohammed Al Amry

Non Executive and Independent Director

4 4 Yes -

Al Sayyida Rawan Ahmed Al Said

Non Executive and Independent Director

4 4 Yes 3

Ahmed Abdullah Al Rawas 3 Non Executive and Independent Director

4 2 No 3

Abdul Kader Darwish Al Balushi

Non Executive and Independent Director

4 3 Yes 1

Saleem Pir Bakhsh Al RaisiNon Executive and Independent Director

4 4 Yes 2

Notes:

1 Representing Oman Oil Company SAOC

2 Representing Suhail Bahwan group

3 Representing Dhofar International Development & Investment

Holding Company SAOG

Independent Director is as defined in Article 1 of the Code of

Corporate Governance.

(f) Information supplied to the Board

In order to facilitate proper governance, the following

information amongst others is provided to the Board:

• Review of annual operating plans of businesses, capital

budgets, updates

• Quarterly results of the Company and its operating divisions or

business segments

• Key discussion points at meeting of audit committee

• Materially important show cause, demand, prosecution and

penalty notices

• Fatal or serious accidents or dangerous occurrences

• Any materially significant effluent or pollution problems

• Any materially relevant default in financial obligations to and

by the Company or substantial non-payment for goods sold by

the Company

• Any issue which involves possible public or product liability

claims of a substantial nature

• Details of any joint venture or collaboration agreements

• Transactions that involve substantial payment towards goodwill,

brand equity or intellectual property

• Significant labour problems and their proposed solutions

• Significant development in the human resources and industrial

relations fronts

• Sale of material nature of investments, subsidiaries, assets which

is not in the normal course of business

• Material details of foreign exchange exposure and the steps

taken by management to limit the risks of adverse exchange

rate movement and

• Non-compliance with any regulatory, statutory or listing

requirements or shareholder services such as non-payment of

dividend

The Board of Oman Oil Marketing Company (omanoil) is routinely

presented with all information under the above heads whenever

applicable and materially significant. These are submitted either

as a part of the agenda papers well in advance of the Board

meetings or are tabled in the course of the Board meetings or

are tabled before the appropriate committees of the Board.

The Board has, as required under the Corporate Governance

guidelines, adopted internal regulations – these include

adoption of principles, policies and procedures and practices

for doing business and conducting affairs.

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39 38

(g) Materially significant related party transactions

There have been no materially significant related party transactions, pecuniary transaction or relationships between Oman Oil

Marketing Company (omanoil) and its Directors for the year ended December 31st, 2011 that may have a potential conflict with

the interests of the Company at large.

(h) Remuneration of Directors: sitting fees, salary, remuneration and perquisites

The remuneration policy is decided by the Board and approved in the Annual General Meeting with the intent of attracting and

retaining the highest quality of industrialists/ professionals to provide the Company with the right kind of strategic directions and

improve operational efficiencies. Non-executive directors are paid RO 500/- for sitting at Board of directors meeting and RO 400/-

for other sub committees as sitting fees for every meeting attended. Apart from the sitting fees, non-executive directors are paid as

remuneration such that the aggregate of such remuneration for the full Board does not exceed 5% of net adjusted profits for the

year before appropriating such remuneration subject to maximum amount of RO 200,000/- . The fixed remuneration is pro-rated

for the period directorship is held, if less than one year. The regulations laid down in the Commercial Companies Law and as laid

down by the CMA in this respect are also complied with. Executive directors, if any, apart from their contractual benefits and

performance linked pay (see section below) are not eligible for any sitting fees or fixed remuneration.

Table 2 gives the details of the remuneration package of Directors.

Table 2: Remuneration paid/payable to Directors during the year 2011 Omani Riyals

Name of Director Sitting Fees Others Remuneration* Total

Salim Abdullah Al Rawas 2,000 1,150 12,000 15,150

Mulham Bashir Al Jarf 2 1,900 1,150 12,000 15,050

Assilah Zaher Al Harthy 1 4,400 1,400 12,000 18,387

Amal Suhail Bahwan 2 1,500 1,400 12,000 14,900

Khamis Mohammed Al Amry 2,000 1,150 12,000 15,737

Al Sayyida Rawan Ahmed Al-Said 1 4,400 1,400 12,000 17,800

Ahmed Abdullah Al Rawas 1,000 1,150 12,000 14,278

Abdul Kader Darwish Al Balushi 1 3,900 1,150 12,000 17,050

Saleem Pir Bakhsh Al Raisi 2 2,400 1,150 12,000 15,550

23,500 11,100 108,000 142,600

Notes:

1 Includes sitting fees for Audit committee meetings

2 Includes sitting fees for Board Directors Remuneration committee meetings

* The remuneration for the year ended December 31st 2011 will be paid to the non-executive directors after adoption of accounts

by shareholders at the Annual General Meeting to be held on March 24th 2012 at 3 p.m.

(i) Directorships in other listed companies and memberships of other committees

Table 3 gives details of Board members’ Directorships in other listed companies and memberships of other committees

Table 3: Particulars of Directorships in other SAOG Companies & memberships of other committees

(j) Disclosures by the Board members

All details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the

Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters.

Name of the Director Other Directorships Other Committee memberships

Name of the company Position Committee Position

Salim Abdullah Al Rawas Galfar Engineering & Contracting Co SAOG

MemberExecutive Committee

Member

Mulham Bashir Al Jarf None N/A N/A N/A

Assilah bint Zaher Al Harthy None N/A N/A N/A

Amal bint Suhail Bahwan Oman Ceramics Co. SAOG

National Pharmaceutical Industries Co. SAOG

Chairperson

Member

N/A

N/A

N/A

N/A

Khamis bin Mohammed Al Amry None N/A N/A N/A

Al Sayyida Rawan Ahmed Al-Said National Bank of Oman

ONICH Holding SAOG

Oman Orix Leasing

Member

Executive Director

Member

Audit committee

Excutive committee

N/A

N/A

Chairperson

Member

N/A

N/A

Ahmed Abdullah Al Rawas Dhofar International Development & Investment Holding Company SAOG

Dhofar Cattle Feed Co SAOG

Salalah Flour Mills Co SAOG

Director

Vice Chairman

Vice Chairman

N/A

N/A

Audit

N/A

N/A

Chairman

Abdul Kader Darwish Al Balushi Oman Ceramics Co Director Audit Chairman

Saleem Pir Bakhsh Al Raisi Oman Flour Mill SAOG

Muscat Gas Co. SAOG

Director

Director

Executive & Investment

Audit

Member

Member

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(k) Committees of the Board

1) Audit Committee The Audit Committee comprises of three (3) non-executive and

independent directors. The members are as follows:

Table 4: Audit committee members:

Name Position

Abdul Kader Darwish Al Balushi Chairman

Al Sayyida Rawan Ahmed Al-Said Member

Assilah Zaher Al Harthy Member

The Company continue to derive immense benefit from the

deliberation of the Audit Committee comprising of three

Non-Executive Directors – Mr. Abdul Kader Darwish Al Balushi

(Chairman), Al Sayyida Rawan Ahmed Al Said, Ms. Assilah bint

Zaher Al Harthy who are eminent professionals knowledgeable in

finance, accounts and company law. The Chief Internal Auditor

serves as the secretary to the Audit Committee and the CEO

and Chief Internal Auditor is a permanent invitee to the meeting.

The chairperson of the audit committee meeting, at the Board

meeting, briefs the Board of the outcomes at the audit committee

meeting, and these are discussed at the Board meeting.

Among the principal functions and duties of the Audit Committee

are as follows:

• Overseeing the Company’s financial reporting process and

disclosure of financial information to ensure that the financial

statements are correct, sufficient and credible;

• Recommending the appointment and removal of external

auditor, fixation of audit fee and approval for payment of any

other services;

• Reviewing with management and external and internal

auditors, the adequacy of internal control systems;

• Reviewing the Company’s financial and risk management

policies; and

• Examining reasons for substantial default in the payment

to depositors, bond holders, shareholders (in case of non-

payment of declared dividends) and creditors, if any;

Further details on the Audit Committee including its activities

during the year under review are contained in the Audit

Committee report of this Annual Report.

2) Board Investment Committee The Investment Committee is comprises of four (4) Non

Executive Directors (two of whom are independent):

a) Salim Abdullah Al Rawas – Chairman

b) Al Sayidda Rawan Ahmed Al Said

c) Mulham Bashir Al Jarf

d) Abdul Kader Darwish Al Balushi

The Board secretary also serves as the secretary to the Investment

Committee and the Chief Executive Officer is a permanent

invitee to the meeting.

The principle functions and duties of the Investment Committee

are as follows:

• To deliberate, review and recommend for approval of the

Board on the merits of any new businesses to be set up or

acquired or any investment proposal submitted to the

Company.

• To carry out any other functions as may be delegated and

authorised by the Board.

• There were no investment committee meeting held during the

year.

3) Board Remuneration Committee During the year, the Company sets up a Remuneration

Committee which comprises of three (3) Non-Executive

Directors (two of whom are independent):

a) Mulham Bashir Al Jarf – Chairman

b) Amal bint Suhail Bahwan

c) Saleem Pir Bakhsh Al Raisi

The Head of Human Resources, Administration and Information

Technology serves as the secretary to the Remuneration

Committee and the Chief Executive Officer is the permanent

invitee to the meeting.

Among the principle functions and duties of the Investment

Committee are as follows:

• In the case of the CEO, recommending to the Board the

appointment, remuneration, reward framework, KPI as well as

assessment thereof.

• In the case of the Executive Management and based on the

recommendation of the CEO, approving the appointment,

remuneration, reward framework, and key performance

indicators (KPI) as well as assessment thereof

• Ensuring an appropriate succession plan is in place at all times

for the CEO and Executive Management.

• Reviewing the qualifications and work experience of any

individual being nominated to be appointed to the Executive

Management.

• Reviewing and oversee human resource policies and

Omanisation plans.

• Reviewing and ensure the existence of a remuneration

framework that adequately addresses Company needs in

attracting and retaining competent employees taking into

account market trends and practices.

• Interviewing any member of the Executive Management

upon resignation or termination from the Company.

41 40

MANAGEMENT & REMUNERATION

Recruitment and remuneration of the CEO is finalised by the Board or a sub-committee of the Board.

With respect to the selection of the key executives (other than contractors), a selection process applied within the Company is

used. The job of each executive and each other salaried employee of the Company is assigned an internal ‘‘job level’’ designation,

based on the person’s duties and responsibilities, the degree of special skill and knowledge required and other similar factors.

Each job level is assigned a job rate. This job rate is determined with reference to surveys and other conditions. This system is in

widespread use within the industry and adjusted from time to time. The same applies for evaluation of staff where a comprehensive

performance appraisal system is implemented.

The remuneration package of executives, other than those recruited as contractors, is made up of basic salary, annual bonus,

contributions to Provident Fund/PASI and additional allowances and perquisites. The annual bonus is determined with reference to

the extent of achievements against challenging performance targets. The targets taken into account include financial, operational,

social and environmental objectives. Table 5 lists the names of the current senior management team.

Table 5: Senior Management Team

During the year 2011 the total cost of the top five executives of the Company was approximately RO 474,022/- (Bonus for 2010 paid

in 2011 is included in this figure)

SHAREHOLDERS

(a) Means of communication with shareholders and investorsThe Company has its own website and all vital information relating to the Company, its business and performance, including

quarterly results and official press releases which are posted for all interested parties. The Company’s website address is www.

oomco.com. The detailed and full set of quarterly results are also posted on the Muscat Securities Market (MSM) website www.msm.

gov.om as also made available to any shareholder requesting the same to the Company or the MSM.

The summary of quarterly, half-yearly and annual results of the Company’s performance together with the Director’s report outlining

the business performance, current issues and concerns as also other communication to shareholders (notice of general meetings,

dividend payment) are published in leading newspapers such as Oman Daily Observer and Oman Daily Arabic. The Directors

scrutinise these announcements at their Board meetings prior to publication to ensure that they are accurate and present a clear

assessment of the Company’s affairs.

Furthermore, the Company entertains specific meetings with analysts and shareholders, upon request and as appropriate.

Name Designation Age Qualification Date of

Joining the Company

Omar Ahmed Salim Qatan Chief Executive Officer 57 Msc (Engineering) , MBA 1-Apr-06

Ahmad Kamel Mahmud General Manager - Aviation & Marine

45 BSc in Mechanical Engineering 16-Dec-08

Raja Shahreen OthmanGeneral Manager - Finance & Accounts

44 B.Com, CA, CPA 1-Nov-07

Faisal Abdulaziz Said Al ShanfariGeneral Manager – Engineering, Operations and HSSE

40 B.Eng (Mechanical) 11-Feb-08

Nabeel Salim Said Al RuwaidhiGeneral Manager -Business Plan Dev & Corporate Affairs

38 B.Eng (Civil), M.Eng (Industrial) 6-Oct-08

Mohammed Amor Rashid Al Barwani

General Manager - HR, Admin, IT & Systems Optimisation

45 B.Eng (Electronics & Computer) 1-Dec-08

Hussain Jama Al Ishaqi General Manager – Retail 43MBA & MSc in Geographic Information for Development (GID

1-Oct-07

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(b) Dividend policy

The Company’s dividend policy is to remit the optimum amount of profit, in any operating year, to shareholders. If, in accordance

with the business plans, funds and profits were likely to be available, the Company would like to pay a dividend. In line with this

policy, the Company is expected to pay a dividend for the year 2011 in April 2012. The dividend payout would take into account

major investment plans, working capital requirements or other constraints.

(c) Details of non-compliance by the Company

The Company has been fully compliant with all matters relating to the capital market and the listing arrangements and no penalties

or strictures have been imposed on the Company by the CMA/MSM or any statutory authority during the period of this report.. The

Company is also in full compliance with the Corporate Governance Code.

(d) General body meetings

The Company’s Annual Report together with the Notice cum Agenda for the Annual General Meeting (AGM) contain sufficient written

clarifications on each item on the agenda of the AGM so that shareholders are suitably briefed on matters that are to be discussed

to enable their effective participation there at. The Directors encourage shareholders to attend and participate in the Annual General

Meeting. Questions posed are, where possible, answered in detail either at the General Meeting itself or thereafter. Shareholders are

welcomed to raise queries by contacting the Company at any time throughout the year and not just at the General Meetings.

Details of the last three Annual General Meetings are given in Table 6.

Table 6: Date, time and venue of the last three AGMs

The Annual General Meeting for the financial year ended December 31st 2011 is scheduled to be held as per details below:

Date : March 24th 2012

Venue : Sindbad Hall, Crowne Plaza Hotel - Muscat.

Time : 3.00 PM

(e) Stock Data

Table 7 gives the monthly high and low prices and volumes of Oman Oil Marketing company (omanoil) shares at the Muscat

Securities Market (MSM) for the year ended December 31st 2011.

Financial year (ended) Date Time Venue

31st December 2008 31st March 2009 4.00 PM Businessmen Hall, Capital Market Authority Building, Central Business District

31st December 2009 31st March 2010 12.00 PM Sindbad ballroom at Crowne Plaza Hotel, Qurum

31st December 2010 28th March 2011 3.00 PM Assifah Meeting Room, Shangri-la Barr Al Jissah Hotel

Table 7: Monthly share price data and volumes at the Muscat Securities Market (MSM)

Performance in comparison to broad based service sector index of Muscat Securities Market

Chart A plots the performance of the Company’s shares against the broad based Services sector index of the Muscat Securities

Market (MSM) for the year 2011.

Chart A: MSM Service Sector Index vs. Oman Oil Marketing in 2011

Month 2011 High Low VolumeJanuary 1.300 1.200 556,867February 1.340 1.250 380,259March 1.350 1.250 300,215April 1.400 1.320 119,597May 1.410 1.345 394,032June 1.405 1.370 106,220July 1.431 1.401 110,974August 1.500 1.430 186,306September 1.575 1.500 402,349October 1.600 1.551 13,850November 1.650 1.590 76,251December 1.715 1.620 663,320

Note: High and low are in Rial Omani per traded share. Volume is the total monthly volume of trade (in numbers) in Oman Oil

Marketing shares on the MSM.

Distribution of shareholding

Oman Oil Company SAOC holds 49% of the shares, whereas 51% of the shares are held by local investors or traded at the Muscat

Securities Market. In line with the Commercial Companies Law and the Company’s Articles of Association, 3,225,000 shares of the

Company have a preferential characteristic, in that they are multi-vote shares. Oman Oil Company owning these multi-vote shares

thereby is able to cast 34,830,000 votes (51.4%) at the General Meetings of the Company. However, this will not itself enable them

to control an Extraordinary General Meeting of the Company. Table 8 gives the distribution pattern of shareholding of Oman Oil

Marketing Company (omanoil) as on December 31st, 2011 whist Table 9 lists the names of the top ten shareholders in the Company

on the same date with the number of shares owned and percentage age of holding (the top ten shareholders are determined

based on holdings in single account and not multiple accounts).

Table 8: Distribution of shareholding by size class as on December 31st 2011

Shareholders Shares

Holdings Number % of Total Number % to Total

Up to 5000 785 74.7 1,203,283 1.9

5,001 - 10,000 113 10.8 823,534 1.3

10,001 - 20,000 33 3.1 481,355 0.7

20,001 - 30,000 18 1.7 472,348 0.7

30,001 - 40,000 11 1.0 375,030 0.6

40,001 - 50,000 13 1.2 614,820 1.0

50,001 - 100,000 33 3.1 2,491,109 3.9

100,001 - 200,000 9 0.9 1,123,209 1.7

200,001 - 300,000 22 2.1 5,908,130 9.2

300,001 - 500,000 5 0.5 2,080,913 3.2

500,001 - 1,000,000 2 0.2 1,341,009 2.1

1,000,001 - 2,000,000 4 0.4 5,692,776 8.8

2,000,001 and above 3 0.3 41,892,484 64.9

Total 1,051 100.0 64,500,000 100.0

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Table 9: Top 10 shareholders as on 31st December 2011

Shares

Holdings Number % to Total

Oman Oil Company SAOC 31,605,000 49.00

Civil Services Pension Fund 7,062,484 10.95

Dhofar International Development & Investment Holding Co SAOG 3,225,000 5.00

HSBC A/C Ministry of Defense Pension Fund 1,846,605 2.86

Public Authority for Social Insurance 1,406,690 2.18

Oman Cement Co SAOG 1,237,190 1.92

BankMuscat SAOG 1,202,291 1.86

National Equity fund 704,662 1.09

Dhofar Insurance Co. SAOG 636,347 0.99

Bank Deposit Insurance Scheme Fund 450,000 0.70

Total 49,376,269 76.55

Outstanding GDRs/ADRs/Warrants/Convertible instruments and their impact on equity

Not applicable for Oman Oil Marketing Company (omanoil)

Unclaimed Dividends

Under the Commercial Companies Law and CMA guidelines, dividends that are unclaimed for a period of more than six months from the date of payment statutorily get transferred to the Investor Trust Fund administered by the Capital Market Authority. Table 10 gives the details of dividend payment since 2001 and the corresponding months when such unclaimed dividends were transferred to the stated Fund. The Company has no unclaimed dividends. All claims subsequent to the date of transfer for dividends not received need to be referred to the Muscat Clearing and Depository Company.

AUDITOR’S REPORT ON FACTUAL FINDINGS ON CORPORATE GOVERNANCEAs required, the Auditors’ have issued a separate report on Factual Findings on the Company’s Corporate Governance Report and application of corporate governance practices and which is annexed to this report.

ACKNOWLEDGEMENT BY THE BOARD

As required by the code of corporate governance the board of directors hereby confirm the following:• That it is the responsibility of the Board to ensure that the financial statements are in accordance with applicable standards and rules• That the internal control systems are adequate and efficient and that it has complied with all internal rules and regulations• That there is no material items that effect the continuation of the company and its ability to continue its operations during the

next financial year

Salim Abdullah Al Rawas Omar Ahmed Salim Qatan

Chairman CEO

Rial Omani

Year Dividend

% Total Amount Amount Claimed Unclaimed & transferred Amount Month of transfer

2001 25 1,612,500 1,601,071 11,429 March-04

2002 25 1,612,500 1,604,414 8,086 March-04

2003 26 1,677,000 1,662,844 14,156 January-05

2004 30 1,935,000 1,925,685 9,315 October-05

2005 45 2,902,500 2,893,469 9,031 October-06

2006 47.5 3,063,750 3,040,022 23,728 October-07

2007 47.5 3,063,750 3,039,924 23,826 October-08

2008 35.0 2,257,500 2,251,143 6,357 October-09

2009 35.0 2,257,500 2,250,813 6,687 October-10

2010 42.0 2,709,000 2,700,964 8,036 October-11

Total 23,091,000 22,970,349 120,651

Table 10: Details of unclaimed dividend transferred to the Investor Trust Fund

44

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AUDIT COMMITTEE

REPORT

Members and Meetings

The Audit Committee during the year comprised the Directors listed below. The Committee had six (6) meetings during the

financial year. Details of the members and the attendance of the meetings are as follows:

Membersa) Abdul Kader Darwish Al Balushi Chairman

b) Rawan Ahmed Al-Said Member

c) Assilah Zaher Al Harthy Member

Attendance of MeetingsThe audit committee met six times during the year: January 25th 2011, April 13th 2011, April 25th 2011, July 25th 2011, October

17th 2011 and October 25th 2011. The table below gives the attendance record.

Members Total

a) Abdul Kader Darwish Al Balushi 6 / 6

b) Rawan Ahmed Al-Said 6 / 6

c) Assilah Zaher Al Harthy 6 / 6

Activities of the Committee During the YearDuring the year, the Audit Committee carried out its duties as set out in the terms of reference. The main issues discussed by

the Audit Committee were as follows:-

• review of the audit plans for the financial year 2011 to ensure adequate scope and coverage over the activities of the

Company;

• review of the audit reports of the Company prepared by the internal and external auditors and consideration of the major

findings by the auditors and management’s responses thereto. The review included a meeting with the external auditors

without the presence of the management of the Company to deliberate on the audit issues;

• review of the quarterly and annual reports of the Company prior to submission to the Board of Directors for consideration

and approval;

• review of the performance of external auditors and made recommendations to the Board on their appointment, scope of

work and audit fees;

• review the performance of the head of internal audit,

• review of the risk management policy and risk management registers; enterprise and departmental level; prepared by

management;

Terms of referenceThe terms of reference of the Committee are as follows:-

The Board of Directors of Oman Oil Marketing Company SOAG (OOMCO) is pleased to present the report on the Audit Committee of the Board for the financial year ended 31st December 2011.

47

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Composition of CommitteeThe Committee shall be appointed by the Board of Directors amongst the Directors of the Company in accordance with the

following guidelines:-

• The Committee shall consists of not less than three members; all being non-executive directors and a majority of them being

independent,

• The members of the Committee shall elect a Chairman from among themselves who shall be an Independent Director.

• At least one member shall have finance and accounting expertise,

• The Audit Committee shall meet at least 4 times a year with majority of independent directors remaining present,

• In the event of any vacancy in the Committee resulting in the non-compliance of the Code of Corporate Governance

pertaining to composition of audit committee, the Board of Directors shall within three months of that event fill the vacancy.

Meetings Meetings shall be held not less than four (4) times a year and, in addition to members of the Committee, will normally be

attended by the Chief Executive Officer, General Manager Financial and Chief Internal Auditor. Other members of the Board,

senior management and external auditors’ representatives may attend the meetings upon invitation of the Committee.

The auditors, both internal and external, may request a meeting if they consider that one is necessary.

The quorum shall be two (2) members, a majority of whom must be Independent Directors. Minutes of each meeting shall be

kept and distributed to each member of the Committee and of the Board. The Chairman of the Committee shall report on

each meeting to the Board. The Secretary to the Committee shall be the Chief Internal Auditor.

Rights and AuthorityThe Committee is authorised by the Board:

• to investigate any activity within its terms of reference and shall have unrestricted access to both the internal and external

auditors and to all employees of the Group;

• to have full and unrestricted access to information pertaining to the Group and the Company;

• to have direct communication channels with the internal and external auditors;

• to be able to obtain independent professional or other advice; and

• to have resources in order to perform its duties as set out in its terms of reference.

Notwithstanding anything to the contrary, the Committee does not have executive powers and shall report to the Board of

Directors on matters considered and its recommendation thereon, pertaining to the Company.

Review of the CommitteeThe performance of the Committee and each of the members shall be reviewed by the Board of Directors at least once

every three (3) years to determine whether the Committee and its members have carried out their duties in accordance with

their Terms of Reference in the Corporate Governance Statement.

Duties and Functions The duties and functions of the Committee are as follows:-

• considering the name of the auditor in the context of their independence (particularly with reference to any other non

audit services), fees and terms of engagement and recommending its name to the Board for putting before AGM for

appointment;

• reviewing audit plan and results of the audit and as to whether auditors have full access to all relevant documents;

• checking financial fraud particularly fictitious and fraudulent portions of the financial statements;

• oversight of the internal audit function in general and with particular reference to reviewing of scope of internal audit plan

for the year, reviewing the reports of internal auditors pertaining to critical areas, reviewing the efficacy of the internal

auditing and reviewing as to whether internal auditors have full access to all relevant documents;

• oversight of the adequacy of the internal control system through the regular reports of the internal and external auditors.

• to review the quarterly and annual financial statements of the Company focusing on the matters set out below, and

thereafter to submit them to the Board:-

any changes in accounting policies and practices;

significant adjustments arising from the audit;

the going concern assumption;

compliance with accounting standards and regulatory requirements.

• to consider the appointment, resignation and dismissal of external auditors and the audit fees;

• to discuss problems and reservations arising from the interim and final audits, and any matter the external auditors may wish

to discuss;

• to review the audit reports prepared by the internal and external auditors, the major findings and management’s responses

thereto;

• to review the adequacy of the scope; functions and resources of the internal audit department and whether it has the

necessary authority to carry out its work;

• to review the evaluation of the systems of internal control with the auditors;

• serving as a channel of communication between external auditors and the board and also the internal auditors and the

board;

• reviewing risk management policies and looking into the reasons of defaults in payment obligations of the Company, if any;

• to review any appraisal or assessment of the performance of executives in the internal audit department;

• reviewing proposed specific transactions with related parties for making suitable recommendations to the Board and setting

rules for entering into small value transactions with related parties without obtaining prior approval of audit committee and

the Board; and

• any such other functions as may agreed to by Committee and the Board.

Risk Management FrameworkThe Board subscribes to the fact that an effective risk management practices is a critical component of a sound system of

internal control. Accordingly, the Audit Committee was given the mandate to ensure that there is a formal and on-going

process in place to identify, evaluate and manage significant risks faced by the Company that may impede the achievement

of the Company’s objectives throughout the year. Among measures taken during the year are as follows:

• Audit Committee meeting to discuss and review the Enterprise Risk register and departmental risk register. The risk register

provides a comprehensive view of key details for every risk including Key Risk Indicators and Management Action plans,

• Update the Board on the progress of the Enterprise Risk Management.

Management is responsible for creating a risk-aware culture and for building the necessary knowledge for risk management.

They also have the responsibility for managing risks and internal controls associated with the business and operations and

ensuring the compliance with the applicable laws and regulations.

Internal Audit Functions and ActivitiesThe Company has an in-house internal audit function. The Internal Audit department reports directly to the Audit Committee

and its principal activity is to undertake regular and systematic reviews of the system of controls so as to provide reasonable

assurance that such systems continue to operate satisfactorily and effectively in the Company.

Throughout the financial year, audit assignments and follow-ups were carried out on units of operations. These were carried

out in accordance with the annual audit plan or as special ad-hoc audits at Audit Committee’s request. The resulting reports

of the audits undertaken were presented to the Audit Committee and forwarded to the parties concerned for their attention

and necessary action.

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FINANCIAL STATEMENTS

The Management is responsible for ensuring that corrective actions on reported weaknesses and suggested improvements as

recommended are taken within the required timeframe.

The following activities were carried out by the Internal Audit department:

• reviewing and appraising the soundness, adequacy and application of controls to ensure effectiveness of internal control

system in the Company,

• ascertaining the extent of compliance with established policies, procedures and statutory requirement,

• provides an independent assessment on the adequacy, efficiency and effectiveness of the Company’s internal control

system and advices management on areas that require improvement.

• identifying opportunities to improve the operations of and processes in the Company,

• facilitate the Risk Management framework for the Company which includes the establishment of the Risk Management

policy (approved by the Board on 27 January 2010), facilitation and reviewing the enterprise risk management register and

departmental register of the Company.

Statutory AuditorThe Company’s external auditors are Deloitte Touche Tohmatsu (“Deloitte & Touche”). Deloitte & Touche is an organization

of member firms around the world devoted to excellence in providing professional services and advice. Deloitte & Touche

is focused on client service through a global strategy executed locally in over 140 countries. With access to the deep

intellectual capital of approximately 168,000 people worldwide, Deloitte & Touche delivers services in four professional areas:

audit, tax, consulting, and financial advisory services.

Deloitte & Touche in the Middle East is among the region’s leading professional services firms, providing audit, tax, consulting,

and financial advisory services through 25 offices in 14 countries with over 1,700 partners, directors and staff. The Oman

Practice currently has three Partners and over 65 professionals.

The fees payable to Deloitte & Touche for the year 2011 for audit and other services is as follows:

• Audit of Financial Statements RO 5,000/-

• Audit of Corporate Governance Report RO 500/-

The Audit Committee has reviewed, on behalf of the Board, the effectiveness of internal controls by meeting the internal

auditor, reviewing the internal audit reports and recommendations and meeting the external auditor, reviewing the audit

findings report and the management letter; this includes meeting the auditor in the absence of management. The Audit

Committee and the Board are pleased to inform the shareholders that, in their opinion, an adequate and effective internal

control system is in place.

50

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53

INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF 1OMAN OIL MARKETING COMPANY SAOG

Report on the financial statementsWe have audited the accompanying financial statements of Oman Oil Marketing Company SAOG (the “Company”) which

comprise the statement of financial position as at 31 December 2011, and the statements of comprehensive income, changes in

equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes as

set out on pages 3 to 33.

Board of Directors’ responsibility for the financial statementsBoard of Directors is responsible for the preparation and fair presentation of these financial statements in accordance with

International Financial Reporting Standards and the relevant disclosure requirements of the Commercial Companies Law of 1974, as

amended and the Rules and Guidelines on disclosure issued by the Capital Market Authority and for such internal control as Board

of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance

with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant

to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF 2OMAN OIL MARKETING COMPANY SAOG (CONTINUED)

Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Oman Oil Marketing Company

SAOG as of 31 December 2011, and of its financial performance and its cash flows for the year then ended in accordance with

International Financial Reporting Standards.

Report on other legal and regulatory requirementsIn our opinion, the financial statements comply, in all material respects, with the relevant disclosure requirements of the Commercial

Companies Law of 1974, as amended and the Rules and Guidelines on disclosure issued by the Capital Market Authority.

SIGNED BY

ALFRED STROLLA

PARTNER

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55 54

STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2011

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2011

The accompanying notes form an integral part of these financial statements.

Chairman Chief Executive Officer

2011 2010

Notes RO RO

Assets

Non-current assets

Property, plant and equipment 5 23,494,740 19,845,728

Deferred tax assets 16 9,730 9,776

Investment in joint venture 6 72,556 72,566

Total non-current assets 23,577,026 19,928,070

Current assets

Inventories 7 3,322,080 2,944,812

Trade and other receivables 8 28,677,687 21,812,161

Cash and cash equivalents 9 21,002,023 16,757,276

Total current assets 53,001,790 41,514,249

Total assets 76,578,816 61,442,319

Equity and liabilities

Capital and reserves

Share capital 10 6,450,000 6,450,000

Legal reserve 11 2,150,000 2,150,000

Retained earnings 25,532,112 20,142,440

Total equity 34,132,112 28,742,440

Non-current liabilities

Term loan – non-current portion 15 3,164,012 -

Employees’ end of service benefits 12 198,190 187,717

Provision for site restoration and abandonment cost 13 420,381 367,085

Total non-current liabilities 3,782,583 554,802

Current liabilities

Trade and other payables 14 31,732,961 25,615,849

Term loan – current portion 15 5,087,189 5,000,000

Current tax liabilities 16 1,217,206 1,050,221

Environmental provision 17 626,765 479,007

Total current liabilities 38,664,121 32,145,077

Total liabilities 42,446,704 32,699,879

Total equity and liabilities 76,578,816 61,442,319

Net assets per share 24 0.529 0.446

2011 2010

Notes RO RO

Revenue 278,215,264 216,174,084

Cost of sales (254,499,652) (196,496,732)

Gross profit 23,715,612 19,677,352

Other income 909,730 660,831

Administrative expenses (12,091,167) (10,288,632)

Distribution expenses (2,761,371) (1,856,444)

Other expenses (606,265) (470,709)

Profit from operating activities 9,166,539 7,722,398

Net finance income 18 68,900 98,652

Share of net loss from joint venture 6 (10) (2,434)

Profit before income tax 9,235,429 7,818,616

Income tax expense 16 (1,136,757) (956,532)

Profit for the year 8,098,672 6,862,084

Basic and diluted earnings per share 23 0.126 0.106

The accompanying notes form an integral part of these financial statements.

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57 56The accompanying notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2011

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011

2011 2010

Notes RO RO

Cash flows from operating activities

Profit before income tax 9,235,429 7,818,616

Adjustments for:

Share of loss in joint venture 6 10 2,434

Depreciation 5 2,922,793 2,477,096

Loss on sale of property, plant and equipment 2,305 133,972

Provision for end of service benefits 12 35,870 42,005

Reversal of allowance for slow moving and obsolete inventory (30,000) (110,000)

Net finance income 18 (68,900) (98,652)

Operating profit before working capital changes 12,097,507 10,265,471

Changes in working capital:

Inventories (347,268) 2,446,611

Trade and other receivables (6,528,313) (3,812,449)

Allowance for impaired debts 26 (337,213) (88,763)

Trade and other payables 6,117,112 7,259,216

Provisions 201,054 31,621

Cash generated from operations 11,202,879 16,101,707

Interest paid 18 (108,362) (69,918)

End of service benefits paid 12 (25,397) (32,553)

Income tax paid (969,726) (741,916)

Net cash from operating activities 10,099,394 15,257,320

Cash flows from investing activities

Interest received 18 177,262 168,570

Investment in joint venture - (75,000)

Proceeds from sale of property, plant and equipment 1,800 21,974

Acquisition of property, plant and equipment 5 (6,575,910) (4,351,414)

Net cash used in investing activities (6,396,848) (4,235,870)

Cash flows from financing activities

Proceeds from bank borrowings 3,251,201 -

Dividends paid (2,709,000) (2,257,500)

Net cash from / (used in) financing activities 542,201 (2,257,500)

Net increase in cash and cash equivalents 4,244,747 8,763,950

Cash and cash equivalents at the beginning of the year 16,757,276 7,993,326

Cash and cash equivalents at the end of the year 9 21,002,023 16,757,276

The accompanying notes form an integral part of these financial statements.

Sharecapital

Legalreserve

Retained earningsTotal

RO RO RO RO

Balance at 1 January 2010 6,450,000 2,150,000 15,537,856 24,137,856

Dividends paid for the year 2009 - - (2,257,500) (2,257,500)

Profit for the year - - 6,862,084 6,862,084

Balance at 1 January 2011 6,450,000 2,150,000 20,142,440 28,742,440

Dividends paid for the year 2010 - - (2,709,000) (2,709,000)

Profit for the year - - 8,098,672 8,098,672

Balance at 31 December 2011 6,450,000 2,150,000 25,532,112 34,132,112

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2. Adoption of new and revised International Financial Reporting Standards (IFRSs) (continued)

2.2 New and revised IFRS in issue but not yet effective

At the date of authorisation of these financial statements, the following new and revised Standards and Interpretations were in issue

but not yet effective:

New Standards and amendments to Standards:

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

Management anticipates that the adoption of these Standards and Interpretations in future periods will have no material impact

on the financial statements of the Company in the period of initial application.

Effective for annual periods

beginning on or after

IFRS 7: Financial Instruments: Disclosures, amendments enhancing disclosures about

transfers of financial assets July 2011

IAS 12: Income Taxes, limited scope amendment (recovery of underlying assets) January 2012

IAS 1: Presentation of Financial Statements, amendments to revise the way other

comprehensive income is presentedJuly 2012

IAS 19: Employee Benefits, amended Standard resulting from the Post-Employment

Benefits and Termination Benefits projectsJanuary 2013

IAS 27: Consolidated and Separate Financial Statements, reissued as IAS 27 Separate

Financial Statements (as amended in 2011)January 2013

IAS 28: Investments in Associates, reissued as IAS 28 Investments in Associates and

Joint Ventures (as amended in 2011)January 2013

IFRS 7: Financial Instruments: Disclosures, amendments enhancing disclosures about offsetting of financial assets and financial liabilities

January 2013 and interim periods within

those periods

IFRS 10: Consolidated Financial Statements January 2013

IFRS 11: Joint Arrangements January 2013

IFRS 12: Disclosure of Interests in Other Entities January 2013

IFRS 13: Fair Value Measurement January 2013

IFRS 7: Financial Instruments: Disclosures, amendments requiring disclosures about the

initial application of IFRS 9

January 2015 (or otherwise when IFRS 9 is

first applied)

IFRS 9: Financial Instruments: Classification and Measurement of financial assets

(intended as complete replacement for IAS 39)

January 2015 (mandatory application

date amended December 2011)

New Interpretations and amendments to Interpretations:

IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine 1 January 2013

1. Legal status and principal activities

Oman Oil Marketing Company SAOG (the “Company”) is registered as a publicly listed joint stock company under the Commercial

Companies Law of Oman and is engaged in the marketing and distribution of petroleum products.

The Company is a subsidiary of Oman Oil Company SAOC, a closed joint stock Company registered in the Sultanate of Oman. The

Company has entered into a ‘Trademark License Agreement’ with Oman Oil Company SAOC dated 22 September 2003, for the

right to use the trademark ‘Oman Oil’, in exchange for an annual fee of 0.09% of all fuel sales.

2. Adoption of new and revised International Financial Reporting Standards (IFRSs)

2.1 Standards and Interpretations adopted with no effect on the financial statements

For the year ended 31 December 2011, the Company has adopted all the new and revised standards and interpretations issued by

the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of

the IASB that are relevant to its operations and effective for the year beginning on 1 January 2011.

The following new and revised Standards and Interpretations have been adopted in these financial statements. Their adoption has

not had any significant impact on the amounts reported in these financial statements but may affect the accounting for future

transactions or arrangements.

Amendment to IAS 1 - Annual

Improvement to IFRSs

The amendment clarifies that an entity may present the analysis of other

comprehensive income by item either in the statement of changes in equity or in

the notes to the financial statements.

Amendments to IAS 24 - Related Party

Disclosure

The amendments simplify the disclosure requirements for entities that are

controlled, jointly controlled or significantly influenced by a government (referred

to as government related entities) and clarify the definition of related party.

Amendments to IAS 32 - Classification of

Rights Issues

The amendments address the classification of certain rights issues denominated in

a foreign currency as either equity instruments or as financial liabilities.

Amendments to IFRIC 14 - Prepayments of

a Minimum Funding Requirements

The amendments addresses when refund or reductions in future contributions

should be regarded as available in accordance with IAS 19; how minimum

funding requirements might affect the availability of reductions in future

contributions; and when minimum funding requirements might give rise to a

liability. The amendments now allow recognition of an asset in the form of prepaid

minimum funding contributions.

IFRIC 19 - Extinguishing Financial Liabilities

with Equity Instruments

The Interpretation provides guidance on the accounting for extinguishment of

financial liability by the issue of equity instruments.

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3 Summary of significant accounting policies (continued)

Inventories

Inventories are measured at the lower of cost and net realizable

value. The cost of inventories includes expenditures incurred

in acquiring the inventories and bringing them to their existing

location and condition, and valued as follows:

• Oil and lubricants: purchase cost on a first-in-first out basis

• Stores and spares: at weighted average cost

Net realizable value is the estimated selling price in the ordinary

course of business less the estimated costs of completion and

selling expenses.

Impairment

(i) Financial assets

A financial asset is considered to be impaired if objective

evidence indicates that one or more events have had a

negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured

at amortized cost is calculated as the difference between its

carrying amount, and the present value of estimated future

cash flows discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment

on an individual basis. The remaining financial assets are assessed

collectively in groups that share similar credit risk characteristics.

All impairment losses are recognized in profit or loss.

An impairment loss is reversed if the reversal can be related

objectively to an event occurring after the impairment loss was

recognized. For financial assets measured at amortized cost, the

reversal is recognized in profit or loss.

(ii) Non-financial assets

The carrying amounts of the Company’s non-financial assets are

reviewed at each reporting date to determine whether there is

any indication of impairment. If any such indications exist then

the asset’s recoverable amount is estimated.

An impairment loss is recognized if the carrying amount of

an asset or cash generating unit is higher than its estimated

recoverable amount which is greater of its value in use and

its fair value less costs to sell. In assessing the value in use, the

estimated future cash flows are discounted to their present

value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specified

to the asset.

(ii) Non-financial assets (continued)

Impairment losses recognized in prior periods are assessed at each

reporting date for any indications that the loss has decreased or

no longer exists. An impairment loss is reversed if there has been a

change in estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would

have been determined, net of depreciation or amortization, if no

impairment loss had been recognized.

Cash and cash equivalents

For the purpose of statement of cash flows, cash and cash

equivalents include cash on hand and at bank with a maturity

of less than three months from the date of placement, net of

bank overdrafts, if any.

Employee benefits

Obligations for contributions to a defined contribution retirement

plan, for Omani employees, in accordance with the Oman

Social Insurance Scheme, are recognized as an expense in the

profit or loss as incurred.

Provision for end of service benefits for non-Omani employees has

been made in accordance with the terms of the Labour Law of

the Sultanate of Oman and is based on current remuneration rates

and cumulative years of service at the end of the reporting period.

Provisions

A provision is recognized if, as a result of a past event, the

Company has a present legal or constructive obligation that

can be estimated reliably, and it is probable that an outflow

of economic benefits will be required to settle the obligation.

An environmental provision is recognized when the Company,

through environmental assessments, identifies a requirement for

environmental remediation as a result of a past event and the

associated costs can be reliably estimated. Provision for site

restoration and abandonment cost is made based on average

cost per filling station and its useful life. Provisions are determined

by discounting the expected future cash flows at a pre-tax rate

that reflects current market assessments of the time value of

money and the risks specific to the liability.

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

3 Summary of significant accounting policies

Statement of compliance

The financial statements have been prepared in accordance

with International Financial Reporting Standards (“IFRS”), and

relevant disclosure requirements of the Commercial Companies

Law of 1974, as amended and the Rules and Guidelines on

disclosure issued by the Capital Market Authority.

Basis of preparation

These financial statements have been prepared on the

historical cost basis except for provisions for site restoration and

abandonment cost which are measured at amortized cost

and certain financial instruments which are measured at fair

value. Historical cost is generally based on the fair value of the

consideration given in exchange for assets.

Functional currency

These financial statements are presented in Rials Omani (RO),

which is the currency of the primary economic environment in

which the Company operates.

The principal accounting policies are set out below.

Foreign currencies

Transactions in foreign currencies are translated to the

Company’s functional currency at exchange rates at the dates

of the transactions. Monetary assets and liabilities denominated

in foreign currencies at the reporting dates are retranslated to the

functional currency at the exchange rate at that date. Foreign

currency differences arising on retranslation are recognized in

the profit or loss.

Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost

less accumulated depreciation and impairment losses.

Costs include expenditures that are directly attributable to the

acquisition of the asset, any other cost that is directly attributable

to bringing the asset to a working condition for its intended

use, and the costs of dismantling and removing the items and

restoring the site on which they are located.

When parts of an item of property, plant and equipment have

different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

(ii) Subsequent costs

The cost of replacing part of an item of property, plant and

equipment is recognized in the carrying amount of an item if it

is probable that future economic benefits embodied within the

part will flow to the company and its cost can be measured

reliably. The costs of the day-to-day servicing of property, plant

and equipment are recognized in the profit or loss as incurred.

(iii) Depreciation

Depreciation is recognized in profit or loss on a straight-line

basis over the estimated useful lives of the property, plant and

equipment. Assets under construction are not depreciated. The

estimated useful lives are as follows:

Years

Buildings 10 to 20

Plant, equipment and vehicles 2 to 13

Depreciation methods, useful lives and residual values are

reassessed at each reporting date.

Freehold land is not depreciated.

The gain or loss arising on the disposal or retirement of an item of

property, plant and equipment is determined as the difference

between the sales proceeds and the carrying amount of the

asset and is recognized in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognized on the

Company’s statement of financial position when the Company

becomes a party to the contractual provisions of the instrument.

Trade and other receivables are initially measured at their fair

value and subsequently measured at amortised cost, using the

effective interest method. Appropriate allowances for estimated

irrecoverable amounts are recognised in the profit or loss when

there is objective evidence that the asset is impaired.

Trade and other payables are initially measured at their fair

value and subsequently measured at amortised cost, using the

effective interest method.

Borrowings are recognised initially at fair value, net of transaction

costs incurred. Borrowings are subsequently stated at amortised

cost; any difference between the proceeds (net of transaction

costs) and the redemption value is recognised in profit or loss over

the period of the borrowings using the effective interest method.

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Dividends

Dividends are recommended by the Board of Directors after considering the profit available for distribution and the Company’s

future cash requirements and are subject to approval by the shareholders at Annual General Meeting. Dividends are recognized

as a liability in the period in which they are declared.

Determination of fair values

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial assets

and liabilities. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes

specific to the asset or liability.

Share capital is recorded at the proceeds received.

Ordinary and multi-vote shares are classified as equity.

4. Critical accounting judgment and key sources of estimation uncertainty

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported

amount of assets and liabilities at the date of the financial statements and the resultant provisions and changes in fair value for the

year. Such estimates are necessarily based on assumptions about several factors involving varying, and possibly significant, degrees

of judgment and uncertainty and actual results may differ from management’s estimates resulting in future changes in estimated

assets and liabilities.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives. The calculation of useful lives is based

on management’s assessment of various factors such as the operating cycles, the maintenance programs, and normal wear and

tear using its best estimates.

Allowance for impaired debts

Allowance for impaired debts is based on management assessment of various factors such as the Company’s past experience of

collecting receivables from customers and the age of debt.

Allowance for slow moving and obsolete inventory

Allowance for slow moving and obsolete inventory is based on management’s assessment of various factors such as the usability,

the maintenance programs, and normal wear and tear using its best estimates.

Environmental provision

Environmental provision is made for environmental remediation costs based on environmental contamination assessments made

on delivery and storage sites.

Provision for site restoration and abandonment cost

Provision for site restoration and abandonment cost is based on management assessment of various factors such as average cost

per filling station for restoration and abandonment, estimated life of filling station and discount rate to be used for discounting the

expected cash flows over the estimated life of the filling stations.

63 62

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

Revenue

Revenue from the sale of goods is measured at the fair value

of the consideration received or receivable, net of returns,

allowances and trade discounts. Revenue is recognized when the

significant risks and rewards of ownership have been transferred

to the buyer, recovery of the consideration is probable, the

associated costs and possible return of goods can be estimated

reliably and there is no continuing management involvement

with the goods. Transfers of risks and rewards vary depending on

the individual terms of the contract of sale.

Borrowing costs

Borrowing costs comprise interest payable on borrowings.

Borrowing costs directly attributable to the acquisition,

construction or production of qualifying assets, which are assets

that necessarily take a substantial period of time to get ready

for their intended use or sale, are added to the cost of those

assets, until such time as the assets are substantially ready for

their intended use or sale. Investment income earned on the

temporary investment of specific borrowings pending their

expenditure on qualifying assets is deducted from the cost

of those assets. All other borrowing costs are recognized as

expenses in the period in which they are incurred.

Leases

Payments made under operating leases are recognized in profit

or loss on a straight line basis over the term of the lease. Lease

incentives received are recognized as an integral part of the

total lease expense, over the term of the lease.

Income tax

Income tax comprises current and deferred tax. Income tax

expense is recognized in profit or loss except to the extent that

it relates to items recognized directly in equity, in which case it

is recognized in equity.

Current tax

Current tax is the expected tax payable on the taxable income

for the year, using tax rates enacted or substantially enacted

at the reporting date, and any adjustment to tax payable in

respect of previous years. Taxable profit differs from profits as

reported in the statement of comprehensive income because

of items of income or expense that are taxable or deductible

in other years and items that are never taxable or deductible.

Deferred tax

Deferred tax is calculated on temporary differences between

the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax base used in the

computation of taxable profit. Deferred tax is measured at the

tax rates that are expected to be applied to the temporary

difference when they reverse, based on the laws that have

been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognized only to the extent that it is

probable that future taxable profits will be available against

which the temporary differences can be utilized. Carrying

amount of the deferred tax assets is reviewed at end of each

reporting period and are reduced to the extent that it is no

longer probable that the related tax benefit will be realized.

Deferred tax assets and liabilities are offset when there is a legally

enforceable right to set off current tax assets against current

tax liabilities and when they relate to income taxes levied by

the same taxation authority and Company intend to settle its

current tax assets and liabilities on a net basis.

Earnings per share

The Company presents basic and diluted earnings per share (EPS)

data for its ordinary shares. Basic and diluted EPS is calculated

by dividing the profit or loss attributable to ordinary shareholders

of the Company by the weighted average number of ordinary

shares outstanding during the period. The Company does not

have any potentially dilutive securities.

Joint venture

Joint venture: jointly controlled assets

Investment in jointly controlled assets is recognized only to the

extent of the Company’s share of assets, classified according to

the nature of assets, liabilities which it has incurred, income from the

sale or use of its share of the output of the joint venture, together

with its share of any expenses incurred by the joint venture.

Joint venture: jointly controlled entity

Investment in a jointly controlled entity is recognized using the

equity method wherein from the date the Company obtains

joint control, the investment is initially recognized at cost and

adjusted thereafter to recognized the Company’s share of post

acquisition results and other changes in net assets. The Company

discontinues the use of the equity method from the date on

which it ceases to have joint control over, or have significant

influence in, a jointly controlled entity.

3 Summary of significant accounting policies (continued) 3 Summary of significant accounting policies (continued)

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65 64

6 Investment in joint venture

Investment in joint venture represents the Company’s participation in 50% of the equity interest of Omanoil Matrix Marine Services

LLC (the “Joint Venture”), a company incorporated in Oman on 28 April 2010. The other shareholder of the Joint Venture is Matrix

Marine Holding GmbH, a company incorporated in Germany. The objective of the Joint Venture is to sell oil and their by products

and supply fuel at the Port of Sohar.

Summarised financial information of the Joint Venture at the end of the reporting period is as follows:

2011 2010

RO RO

Total assets 3,892,963 193,525

Total liabilities (3,747,850) (48,392)

Net assets 145,113 145,133

Company’s share in net assets of the joint venture 72,556 72,566

Loss of Joint Venture for the year 20 4,867

Company’s share in loss of the Joint Venture 10 2,434

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

2011 2010

RO RO

Oil and lubricants 3,329,582 2,982,315

Stores and spares 7,498 7,497

Less: allowance for slow moving and obsolete inventory (15,000) (45,000)

3,322,080 2,944,812

7 Inventories

8 Trade and other receivables

2011 2010

RO RO

Trade receivables 24,480,915 20,261,334

Less: allowance for impaired debts (Note 26) (413,931) (751,144)

24,066,984 19,510,190

Amounts due from related parties (Note 21) 3,135,501 661,729

Other receivables 366,673 422,544

Prepaid expenses 1,108,529 1,217,698

28,677,687 21,812,161

Land and buildings

Plant,equipment and vehicles Assets under construction Total

RO RO RO RO

CostAt 1 January 2010 7,225,284 21,143,112 1,104,737 29,473,133

Additions - 13,401 4,338,013 4,351,414

Transfers 514,486 1,817,218 (2,331,704) -

Disposals (39,721) (459,020) - (498,741)

At 1 January 2011 7,700,049 22,514,711 3,111,046 33,325,806Additions - 31,270 6,544,640 6,575,910Transfers 1,659,478 4,761,796 (6,421,274) -Disposals - (85,996) - (85,996)

At 31 December 2011 9,359,527 27,221,781 3,234,412 39,815,720

Depreciation

At 1 January 2010 1,400,808 9,944,969 - 11,345,777

Charge for the year 378,560 2,098,536 - 2,477,096

Disposals (17,181) (325,614) - (342,795)

At 1 January 2011 1,762,187 11,717,891 - 13,480,078

Charge for the year 452,351 2,470,442 - 2,922,793

Disposals - (81,891) - (81,891)

At 31 December 2011 2,214,538 14,106,442 - 16,320,980

Carrying amount

At 31 December 2011 7,144,989 13,115,339 3,234,412 23,494,740

At 31 December 2010 5,937,862 10,796,820 3,111,046 19,845,728

5 Property, plant and equipment

The Company’s 50% share of plant and equipment and assets under construction at the main storage depot at Mina Al Fahal (“the

depot”) in the amount of RO 766,255 (2010 : RO 804,905) and RO 27,344 (2010 : RO 33,178), respectively, are included in property,

plant and equipment. Under an agreement dated 6 December 1995 between the Company and Al Maha Petroleum Products

Marketing Company SAOG (“Al Maha”):

• such assets are controlled jointly with Al Maha and cannot be sold without the mutual consent of the Company and Al Maha;

• costs of this depot are shared equally with Al Maha; and

• the depot is operated by the Company for agreed management fees.

The land, on which the main storage depot and buildings are located, is leased from the Ministry of Oil and Gas jointly with Al Maha

under an operating lease.

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NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

12 Employees’ end of service benefits

Movement in the liability is as follows:

2011 2010

RO RO

Balance at 1 January 187,717 178,265

Accrued during the year 35,870 42,005

End of service benefits paid (25,397) (32,553)

Balance at 31 December 198,190 187,717

13 Provision for site restoration and abandonment cost

Movement in the provision is as follows:

2011 2010

RO RO

Balance at 1 January 367,085 333,664

Additional provision 31,270 13,401

Unwind of discount (included in finance costs) 22,026 20,020

Balance at 31 December 420,381 367,085

The key assumptions underlying the estimate of this provision are as follows:

• the average cost per filling station of restoration and abandonment is RO 4,000 (2010 : RO 4,000);

• the expected cash flows are discounted over the estimated life of the filling stations using an interest rate of 6% - (2010 : 6%); and

• the estimated life of filling station is 10 years (2010 : 10 years)

14 Trade and other payables

2011 2010

RO RO

Trade payables 2,664,155 17,977,752

Due to related parties (Note 21) 21,550,700 191,496

Accrued expenses 7,392,106 7,365,601

Directors’ remuneration payable (note 21) 126,000 81,000

31,732,961 25,615,849

The Company in accordance with Capital Markets Authority (CMA) regulations transfers dividends unclaimed for a period of more

than 6 months from the date they became due to the CMA’s investor fund. Such unclaimed dividends transferred during the year

amounted to approximately RO 8,036 (2010 : RO 6,687). Eligible shareholders who have not received their dividends are entitled

to claim them from the CMA. Trade accounts and other payables are payable within 45 days on average from the end of the

reporting date.

9 Cash and cash equivalents

2011 2010

RO RO

Cash on hand 32,320 26,030

Cash at bank 20,969,703 16,731,246

21,002,023 16,757,276

During the year 2011 the call accounts earned interest at rates ranging between 0.750% and 2.250% per annum (2010 - 0.500% and

2.250% per annum).

10 Share capital

The Company’s authorized share capital consists of 150,000,000 (2010 : 150,000,000) shares of Baizas 100 each (2010: Baizas 100

each).

The Company’s issued and fully paid up share capital comprises 64,500,000 (2010 : 64,500,000) shares of Baizas 100 each (2010:

Baizas 100 each) as follows:

Number of shares

2011 2010

Multi-vote shares 3,225,000 3,225,000

Ordinary shares 61,275,000 61,275,000

64,500,000 64,500,000

In accordance with Article 5 of chapter two of the Company’s Articles of Association, the holder of each multi-vote share is entitled

to two votes at the annual general meeting of the Company. Multi-vote shares are considered as ordinary shares for purposes of

basic and diluted earnings per share.

Shareholders of the Company who own 10% or more of the Company’s shares, whether in their name or through a nominee

account, are as follows:

Number of shares

2011 2010

Oman Oil Company SAOC - Multi-vote shares 3,225,000 3,225,000

Ordinary shares 28,380,000 28,380,000

31,605,000 31,605,000

11 Legal reserve

As required by the Commercial Companies Law of the Sultanate of Oman, 10% of the profit of each year is transferred to a legal

reserve until the reserve reaches a minimum one-third of the issued share capital. The Company has resolved to discontinue any

further transfers to this reserve, as the reserve equals one-third of the issued share capital. This reserve is not available for distribution.

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69 68

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

16 Income tax (continued)

The Company is subject to income tax in accordance with the income tax law of the Sultanate of Oman at the enacted tax rate

of 12% of taxable income in excess of RO 30,000. For the purpose of determining the tax expense for the year, the accounting profit

has been adjusted for tax purposes. The reconciliation of tax as per accounting profit to effective tax is set out below:

Reconciliation of effective tax rate:

2011 2010

Rate % RO Rate % RO

Profit before tax 9,235,429 7,818,616

Income tax 12 1,104,651 12 934,634

Effect of tax specific allowances and timing differences (3,316) (15,991)

Effect of tax specific disallowances 35,422 37,889

Effective tax 12.13 1,136,757 12.28 956,532

The adjustments are based on the current understanding of the existing tax laws, regulations and practices.

The income tax assessments of the Company for the years 2006, 2007, 2008, 2009 and 2010 have not been finalized with the

Secretariat General of Taxation Affairs at the Ministry of Finance. The Management considers that additional tax liability, if any, in

respect of open tax years would not be material to the financial position of the Company as at 31 December 2011. The deferred

tax has been computed at the tax rate of 12%.

17 Environmental provision

Movement in the provision is as follows:

2011 2010

RO RO

Balance at 1 January 479,007 480,807

Provided during the year 177,925 22,945

Utilized (30,167) (24,745)

Balance at 31 December 626,765 479,007

2011 2010RO RO

Term loan I 5,000,000 5,000,000Term loan II 2,802,801 -

Term loan III 448,400 -

8,251,201 5,000,000

Current portion

Term loan I 5,000,000 5,000,000

Term loan III 87,189 -

5,087,189 5,000,000

Non-current portionTerm loan II 2,802,801 -Term loan III 361,211 -

3,164,012 -

15 Bank borrowings

16 Income tax

Term loan IThe short term loan is repayable within one year, unsecured and carries interest at market rate

Term loan IITerm loan II is repayable in 36 monthly installments commencing 24 months after initial draw down. The loan is unsecured and carries interest at market rate.

Term loan IIITerm loan III is repayable in 12 quarterly installments commencing 12 months from the agreement date. The loan is unsecured and carries interest at market rate.

2011 2010RO RO

Current liability:Current year 1,136,711 961,977Prior years 80,495 88,244

1,217,206 1,050,221

Statement of comprehensive income:Current year 1,136,711 961,977Deferred tax relating to the origination and reversal of temporary differences 46 (5,445)

1,136,757 956,532 Deferred tax (liability) / asset:At 1 January 9,776 4,331Movement for the year (46) 5,445

At 31 December 9,730 9,776

The deferred tax comprises the following temporary differences:

Provisions and other charges 151,483 173,694Property, plant and equipment (141,753) (163,918)

9,730 9,776

The Company provides for environmental remediation costs based on environmental contamination assessments made on its

delivery and storage sites. The entire provision of RO 626,765 (2010 : RO 479,007) is expected to be used as per site specific

remediation plans drawn up by the Company with their environmental consultants.

18 Net finance income

2011 2010

RO RO

Interest income 177,262 168,570

Interest expenses (108,362) (69,918)

68,900 98,652

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21 Related party transactions

Related parties comprise the shareholders, directors and business entities in which they have the ability to control or exercise significant influence in financial and operating decisions. The Company has entered into transactions with entities over which certain Directors are able to exercise significant influence. In the normal course of business, the Company provides services on commercial terms to related parties and avails services from related parties. The Directors believe that the terms of providing and receiving such services are comparable with those that could be obtained from third parties.

The volumes of significant related party transactions during the year and with parties with a shareholding of 10% or more in the Company and / or related to Directors, were as follows:

71 70

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

2011 2010RO RO

RevenueFuel sales to filling stations owned by directors 3,499,227 3,718,387Fuel sales to commercial customers related to directors 12,099,533 2,959,677Fuel sales to Joint Venture 540,892 177,366

CostsBrand royalty 244,505 190,011IT and other services from companies owned directly or indirectly by directors - 181,537Remuneration to directors 120,402 81,000Directors’ sitting fees 23,907 23,300Net interest paid 11,770 24,116

BalancesBank balances 599,172 179,637Due from related parties (Note 8) 3,135,501 661,729Due to related parties (Note 14) 21,550,700 191,496Directors remuneration 126,000 81,000

The total remuneration paid to non-executive directors comprising sitting fees and remuneration is in accordance with the provisions, and within the limits of, the Commercial Companies Law; the CMA guidance; and the Articles of Association of the Company. Executive directors, if any, apart from their contractual benefits and performance linked pay are not eligible for any sitting fees or fixed remuneration. Director’s remuneration is recognized in the profit or loss.

22 Dividends paid and proposed

The Board of Directors has proposed a cash dividend of RO 0.062 per share for 2011, totaling RO 3,999,000, which is subject to the approval of the shareholders at the Annual General Meeting.

During the year, dividends of RO 0.042 per share totaling RO 2,709,000 relating to 2010 were declared and paid (2010: RO 0.035 per

share totaling RO 2,257,500 relating to 2009).

19 Commitments

Operating leases

The Company has entered into certain long-term non-cancellable operating leases. Under the terms of these leases the future

rental payments are as follows:

2011 2010

RO RO

Future minimum lease payments :

Not later than one year 940,474 1,068,028

Later than one year and not later than five years 1,494,900 1,441,440

More than five years 355,967 945,634

2,791,341 3,455,102

Contracted commitments 2,378,974 1,236,219

20 Segment information

Business units from which reportable segments derive their revenues

Information reported to the Company’s chief operating decision maker for the purposes of resource allocation and assessment of

segment performance is more specifically focused on the category of business units. The principal categories of business units are

retail, commercial and others.

Other operations are predominantly lubricants and aviation fuel.

Information regarding the Company’s reportable segments is presented below.

Segment revenues

Segment revenue

2011 2010

RO RO

Retail 147,604,787 119,222,270

Commercial 54,068,283 43,816,824

Others 76,542,194 53,134,990

278,215,264 216,174,084

The revenue reported above represents revenue generated from external customers. There were no inter-segmental sales in the

year (2010: Nil).

Revenue from major products and services and geographical information

The Company’s operating revenues arise primarily from the marketing and distribution of petroleum products in the Sultanate of

Oman.

23 Basic and diluted earnings per share

The par value of each share is RO 0.100. The basic and diluted earnings per share is calculated by dividing the net profit for the year

by the weighted average number of shares outstanding during the year as follows:

2011 2010

Net profit for the year 8,098,672 6,862,084

Weighted average number of shares outstanding during the year (Note 10) 64,500,000 64,500,000

Basic and diluted earnings per share (RO) 0.126 0.106

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26 Financial instruments (continued)

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

The maximum exposure to credit risk for trade and other receivables (considered as being the gross carrying value before impairment provisions) at the reporting date by type of customer was:

73 72

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

Carrying amount2011 2010RO RO

Aviation 7,790,785 5,669,544Commercial 11,352,542 8,232,828Fuel card 4,725,277 3,687,284Lubes 1,663,042 1,430,736Retail 2,152,587 2,048,739Others 195,429 36,269

27,879,662 21,105,400Less: Related party receivables (3,135,501) (661,729)Others (263,246) (182,337)

Trade receivables (Note 8) 24,480,915 20,261,334

24 Net assets per share

Net assets per share is calculated by dividing the shareholders’ equity at the year end by the number of shares issued and paid

up, as follows:

2011 2010

Net assets (RO) 34,132,112 28,742,440

Number of shares outstanding at the end of the reporting period (Note 10) 64,500,000 64,500,000

Net assets per share (RO) 0.529 0.446

25 Contingencies

At 31 December 2011 the Company had contingent liabilities in

respect of guarantees and other matters arising in the ordinary

course of business, from which it is anticipated that no material

liabilities will arise, amounting to RO 1,685,384 (2010 : RO 786,493).

During the previous years, a supplier had charged the Company

an amount of RO 332,419 for the difference in prices pertaining

to the period from August 2007 to May 2009 which is not

recognised by the Company as management considers that

the claim is not tenable based on a legal opinion.

26 Financial instruments

The following note presents information on the risks, arising from

the Company’s use of financial instruments namely credit risk,

liquidity risk and market risk that the Company is exposed to, its

objectives, policies and processes for measuring and managing

risk and the Company’s management of capital. Further

quantitative disclosures are included throughout these financial

statements.

The Board of Directors has overall responsibility for the

establishment and oversight of the Company’s risk management

framework. The Board has entrusted the audit committee with the

responsibility of development and monitoring the Company’s

risk management policies and procedures and its compliance

with them.

Risk management policies and systems are reviewed regularly

to ensure that they reflect any changes in market conditions

and the Company’s activities. The Company, through its

induction and training program, aims to develop a disciplined

and constructive control environment in which all employees

understand their roles and obligations.

Credit riskCredit risk is the risk of financial loss to the Company if a

customer or counterparty to a financial instrument fails to

meet its contractual obligations, and arises principally from the

Company’s receivables from customers. The carrying amount of

financial assets represents the maximum credit exposure.

Trade and other receivables

Credit is extended to corporate customers only with an objective

of optimizing the Company’s profits and the prime responsibility

for providing credit to customers and the timely collection of all

debts rests with the functional manager. Credit has a cost to the

business and necessary controls and procedures are established

to manage the Company’s credit risk and its working capital.

It is, therefore, the Company’s policy to have effective credit

control systems in place which are flexible enough to respond

to changing market needs yet rigorous enough to ensure that

customer credit limits are established and regularly updated on

the basis of reliable up-to-date information.

Generally credits are not allowed in excess of agreed credit

periods except for government customers and debts are

collected within agreed credit terms and grace days. A stop

supply mechanism is in place which will automatically inactivate

customer accounts and stop further supplies in the event of a

delay of payment beyond the credit period and the grace

days. All exceptions and overrides are approved in line with

the policy guidelines. Debtor positions are regularly monitored

and reviewed to assess the overall risk and exposure. Though

losses on account of default are infrequent, adequate provisions

for impairment based on the ageing of the debts are made

to reflect the debtors position as accurately as possible in the

financial statements.

Trade and other receivables (continued)

Movements in the allowance for impaired debts during the year are as follows:

2011 2010RO RO

Balance at 1 January 751,144 839,907(Reversed to) / recognised in profit or loss (174,364) (2,683)Written off during the year (162,849) (86,080)

Balance at 31 December (Note 8) 413,931 751,144

The Company has accepted guarantees / collateral valued at RO 541,769 (2010 : RO 365,900) from customers to secure fully / partly their dues to the Company.

The aging of trade receivables at the reporting date was:

Gross Impairment Gross Impairment

2011 2011 2010 2010

RO RO RO RO

Not past due 19,014,979 - 16,424,555 -

Past due 1-90 days 2,749,205 89,853 1,899,781 90,976

Past due 91-360 days 1,047,262 83,946 1,718,964 58,650

More than one year 1,669,469 240,132 1,062,100 601,518

24,480,915 413,931 21,105,400 751,144

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74

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2011

The following are the maturities of the financial liabilities.

Carrying amount 6 months or less 6 - 12 months 1 - 2 yearsMore than

2 years

RO RO RO RO RO31 December 2011Bank borrowings 8,251,201 5,000,000 87,189 149,466 3,014,546Trade payables 2,664,155 2,664,155 - - -Due to related parties 21,676,700 21,676,700 - - -Accruals and other payables 7,392,106 7,392,106 - - -

39,984,162 36,732,961 87,189 149,466 3,014,546

31 December 2010Bank borrowings 5,000,000 5,000,000 - - -Trade payables 17,977,752 17,977,752 - - -Due to related parties 272,496 272,496 - - -Accruals and other payables 7,365,601 7,365,601 - - -

30,615,849 30,615,849 - - -

Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Foreign currency riskForeign currency risk is minimal as most transactions are either denominated in RO, US Dollars or in currencies linked to US Dollars. The rate of exchange between RO and US Dollars has remained unchanged since January 1986.

Interest rate risk The Company manages its exposure to interest rate risk by ensuring that borrowings are on a contracted fixed rate basis as far as possible.

Other market risk The Company is not exposed to other significant market risk.

27 Capital management

The Board of Directors policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on equity, which the Company defines as net profit divided by total shareholders’ equity. The Board of Directors also monitors the level of dividends to ordinary shareholders.

There were no changes in the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements.

28 Fair value of financial instruments

The Board of Directors believes that the fair values of financial assets and liabilities are not significantly different from their carrying amounts at the end of the reporting date.

29 Approval of financial statements

These financial statements were approved by the Board of Directors and authorized for issue on 25 January 2012.

26 Financial instruments (continued)

GuaranteeThe Company only provides financial guarantees to government bodies in the form of tender and performance bond (Note 25).

Liquidity riskLiquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company uses local and international banks operating in the Sultanate to ensure that it has sufficient cash on demand to meet expected operational expenses and sufficient credit facilities to manage its liquidity risk. The Company has a credit facilities totaling of RO 71.51 million (2010 : RO 57 million) from 7 (2010 : 7) banks which are unsecured. Short term loans and overdraft ranging are, on average, utilized for period of 7 to 14 days to bridge the gap between collections of receivables and settlement of product purchase bills during the middle of every month.